FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Allovir, Inc. [ ALVR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/03/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/03/2020 | C | 13,420,970 | A | (1) | 13,420,970 | I | See Footnote(2) | ||
Common Stock | 08/03/2020 | C | 247,011 | A | (1) | 247,011 | I | See Footnote(3) | ||
Common Stock | 08/03/2020 | C | 1,399,732 | A | (1) | 1,399,732 | I | See Footnote(4) | ||
Common Stock | 08/03/2020 | C | 411,685 | A | (1) | 411,685 | I | See Footnote(5) | ||
Common Stock | 08/03/2020 | P | 100,000 | A | $17 | 347,011 | I | See Footnote(3) | ||
Common Stock | 08/03/2020 | P | 2,800,000 | A | $17 | 2,800,000 | I | See Footnote(6) | ||
Common Stock | 30,197 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A-2 Convertible Preferred Stock | (1) | 08/03/2020 | C | 20,000,000 | (1) | (1) | Common Stock | 13,420,970 | (1) | 0 | I | See Footnote(2) | |||
Series B Convertible Preferred Stock | (1) | 08/03/2020 | C | 368,098 | (1) | (1) | Common Stock | 247,011 | (1) | 0 | I | See Footnote(3) | |||
Series B Convertible Preferred Stock | (1) | 08/03/2020 | C | 2,085,889 | (1) | (1) | Common Stock | 1,399,732 | (1) | 0 | I | See Footnote(4) | |||
Series B Convertible Preferred Stock | (1) | 08/03/2020 | C | 613,496 | (1) | (1) | Common Stock | 411,685 | (1) | 0 | I | See Footnote(5) |
Explanation of Responses: |
1. Each share of convertible preferred stock automatically converted into the Issuer's Common Stock on a one-for-1.49021 basis upon the closing of the Issuer's initial public offering on August 3, 2020 and had no expiration date. |
2. Shares held by ElevateBio LLC ("ElevateBio"). The Reporting Person is a director of ElevateBio, and may be deemed to have shared voting and investment power of the shares held by ElevateBio. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
3. Shares held by F2-TPO Investments, LLC ("F2-TPO"). Globeways Holdings II Limited is the appointed manager of F2-TPO and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO. The Reporting Person is the founding director of Globeways Holdings II Limited. Morana Jovan-Embiricos has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
4. Shares held by F2 MG Limited ("F2 MG"). Globeways Holdings Limited is the appointed manager of F2 MG and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG. The Reporting Person is the founding director of Globeways Holdings Limited. Morana Jovan-Embiricos has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
5. Shared held by F2 MC, LLC ("F2 MC"). Globeways Holdings II Limited is the appointed manager of F2 MC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MC. The Reporting Person is the founding director of Globeways Holdings II Limited. Morana Jovan-Embiricos has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
6. Shares held by F2 Capital I 2020 LLC ("F2 2020"). Globeways Holdings II Limited is the appointed manager of F2 2020 and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 2020. The Reporting Person is the founding director of Globeways Holdings II Limited. Morana Jovan-Embiricos has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Remarks: |
/s/ Brett Hagen, as Attorney-in-Fact | 08/05/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |